Autodesk, Inc.
For the period ended Jan 31, 2026. Filed May 6, 2026.
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Jan 31, 2026 · Filed May 6, 2026
Contents
Certificate of Amendment
The proposed Certificate of Amendment to the Amended and Restated Certificate of Incorporation reflecting the foregoing charter amendment is attached as Appendix Bto this Proxy Statement.
Accordingly, we ask our stockholders to vote on the following resolution:
“RESOLVED, that the Company’s stockholders approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to amend and restate the first paragraph of Article IX in its entirety, to read as follows:
ARTICLE IX
To the fullest extent permitted by the General Corporation Law as the same exists or may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer.”
80 | AUTODESK, INC.
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